Leiner Health Services Corp. Sample Contracts

CREDIT AGREEMENT dated as of May 27, 2004, among LEINER MERGER CORPORATION, as Borrower before the Merger, LEINER HEALTH PRODUCTS INC., as Borrower after the Merger, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS...
Credit Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of May 27, 2004, among LEINER MERGER CORPORATION, a Delaware corporation (“Mergeco” or, prior to the Merger (as defined below), the “Borrower”), LEINER HEALTH PRODUCTS INC., a Delaware corporation (“LHPI” or, following the Merger, the “Borrower”), the Guarantor, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers and joint book-runners (in such capacity, each an “Arranger”) MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent (in such capacity, “Syndication Agent”), CREDIT SUISSE FIRST BOSTON, as documentation agent (in such capacity, “Documentation Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in s

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REGISTRATION RIGHTS AGREEMENT Dated as of May 27, 2004 By and Among LEINER MERGER CORPORATION (to be assumed by LEINER HEALTH PRODUCTS INC.) the GUARANTORS named herein and UBS SECURITIES LLC and CREDIT SUISSE FIRST BOSTON LLC MORGAN STANLEY & CO....
Registration Rights Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is dated as of May 27, 2004, by and among LEINER MERGER CORPORATION, a Delaware corporation (“Mergeco”), on the one hand, and UBS SECURITIES LLC (the “Representative”) and CREDIT SUISSE FIRST BOSTON LLC and MORGAN STANLEY & CO. INCORPORATED (together with the Representative, the “Initial Purchasers”), on the other hand.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and executed in California by and between LEINER HEALTH PRODUCTS, INC. (hereinafter “Company”) and GERRY PEREZ (hereinafter “Employee”), and is effective as of October 15, 2001.

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AMENDED AND RESTATED SEVERANCE BENEFIT AGREEMENT
Severance Benefit Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • Delaware

This AMENDED AND RESTATED SEVERANCE BENEFIT AGREEMENT is made and entered into as of the 11 day of July 2002, by and between LEINER HEALTH PRODUCTS, INC., a Delaware corporation (the “Company”), and GALE BENSUSSEN (“Executive”).

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SEVERANCE AND RELEASE AGREEMENT
Severance and Release Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations

This SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is made and entered into by and between LEINER HEALTH PRODUCTS L.L.C., a Delaware Limited Liability Company (“Employer”) and GERARDO PEREZ (“Employee”) on the terms and conditions set forth below.

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SEVERANCE BENEFIT AGREEMENT
Assignment and Assumption Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • Delaware

THIS AGREEMENT is made and entered into as of the 21st day of November, 1991, by and between P. LEINER NUTRITIONAL PRODUCTS, INC. OF DELAWARE, a Delaware corporation (the “Company”), and KEVIN J. LANIGAN (“Executive”).

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CONSULTANT AGREEMENT
Consultant Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • California

This Agreement (hereinafter “Agreement”) is effective as of the 6th day of August, 2004 between Leiner Health Products, LLC, (hereinafter “Company”), a Delaware limited liability company, with principal place of business at 901 East 233rd Street, Carson, California 90745-6204, and Gerardo Perez, (hereinafter “Consultant”), an individual, with principal place of business at 3071 NE 40th Street, Fort Lauderdale, Florida 33308-5829, and who together shall be referred to herein as Parties.

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FIRST AMENDMENT TO RECAPITALIZATION AGREEMENT AND PLAN OF MERGER
Recapitalization Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • New York

FIRST AMENDMENT TO RECAPITALIZATION AGREEMENT AND PLAN OF MERGER, dated as of May 26, 2004 (this “Amendment”), between Leiner Health Products Inc. (the “Company”) and Leiner Merger Corporation (“Leiner Merger Corp.”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributed to them in the Merger Agreement (as defined below).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • New York

SUPPLEMENTAL INDENTURE, dated as of May 27, 2004, among Leiner Health Products Inc., a Delaware corporation (the “Company”), Leiner Health Services Corp., a Delaware corporation (“Services Corp.”), Leiner Health Products, LLC, a Delaware limited liability company (“LHP LLC” and, together with Services Corp., the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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LIMITED LIABILITY COMPANY AGREEMENT OF LEINER HEALTH PRODUCTS, LLC (Dated as of February 26, 2002)
Limited Liability Company Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • Delaware

This Limited Liability Company Agreement (this “Agreement”) of Leiner Health Products, LLC, is entered into by Leiner Health Products Inc., a Delaware corporation, as the sole member (the “Member”).

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RECAPITALIZATION AGREEMENT AND PLAN OF MERGER By and between LEINER HEALTH PRODUCTS INC. AND LEINER MERGER CORPORATION Dated as of April 15, 2004
Recapitalization Agreement and Plan of Merger • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • Delaware

THIS RECAPITALIZATION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 15, 2004, by and among Leiner Health Products Inc., a Delaware corporation (the “Company”) and Leiner Merger Corporation, a Delaware corporation (“Leiner Merger Corp.”). Capitalized terms used herein have the meanings set forth in Article X.

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Leiner Merger Corporation $150,000,000 11% Senior Subordinated Notes due 2012 PURCHASE AGREEMENT
Purchase Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • New York
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LHP HOLDING CORP. STOCKHOLDERS AGREEMENT Dated as of May 27, 2004
Stockholders Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • Delaware

STOCKHOLDERS AGREEMENT, dated as of May 27, 2004, among LHP Holding Corp., a Delaware corporation (including any successor entity, the “Company”); CCG Investment Fund, L.P., a Delaware limited partnership (“CCG”); CCG Investment Fund-AI, LP, a Delaware limited partnership (“CCG Fund-AI”); CCG Associates-QP, LLC, a Delaware limited liability company (“CCG Associates-QP”); CCG Associates-AI, LLC, a Delaware limited liability company (“CCG Associates-AI”); CCG AV, LLC-Series C, a Delaware limited liability company (“CCG Series C”); CCG AV, LLC-Series F, a Delaware limited liability company (“CCG Series F”); CCG CI, LLC, a Delaware limited liability company (“CCG CI”), Golden Gate Capital Investment Fund II, (AI) L.P., a Delaware limited partnership (“GGC Fund II (AI)”), Golden Gate Capital Investment Fund II-A, (AI) L.P., a Delaware limited partnership (“GGC Fund II-A (AI)”), Golden Gate Capital Associates II-QP, L.L.C., a Delaware limited liability company (“GGC Associates II-QP”), Golde

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CONSULTING AGREEMENT
Consulting Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • Delaware

This CONSULTING AGREEMENT, dated as of May 27, 2004 (the “Agreement”), among Leiner Health Products Inc., a Delaware corporation (“Leiner”), Leiner Health Products, LLC, a Delaware limited liability company and a wholly owned subsidiary of Leiner (the “Company”), LHP Holding Corp., a Delaware corporation (the “Parent” and, together with Leiner and the Company, the “Company Group”), North Castle Partners, L.L.C., a Delaware limited liability company (“NCP”) and GGC Administration, LLC, a Delaware limited liability company (“Golden Gate” and, together with NCP, the “Consultants”).

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JOINDER AGREEMENT May 27, 2004
Joinder Agreement • August 25th, 2004 • Leiner Health Services Corp. • Pharmaceutical preparations • New York

Reference is hereby made to the Purchase Agreement, dated May 24, 2004 (the “Purchase Agreement”), between Leiner Merger Corporation (“Mergeco”) and the Initial Purchasers named therein, and the Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement” and together with the Purchase Agreement, the “Agreements”) between Mergeco and the Initial Purchasers named therein. Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings given them in the Purchase Agreement.

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